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TMI Blog2021 (9) TMI 752X X X X Extracts X X X X X X X X Extracts X X X X ..... the following reliefs: a. For admission of the Application filed by the applicants before the Hon ble Tribunal for being heard. b. That appropriate orders and/ directions be passed by the Hon ble Bench for dispensing with the meeting of Shareholders of the VRINDAVAN PROJECTS, Transferee Company Cum Resulting Company/INFRACARE SYSTEMS- Transferor Company No. 1/; KHORDIA BUILDERSTransferor Company No. 2; VARDHAMAN TRADING- Transferor Company No. 3 and GREENVIEW TEA- Demerged Company as all shareholders have given their written consent by way of affidavit adopting the Scheme of Arrangement without any modification(s). c. That appropriate orders and directions be passed by the Hon ble Bench declaring that there is no requirement for holding of separate meetings of Secured creditors of the VRINDAVAN PROJECTS (Transferee Company Cum Resulting Company) as there are NIL Secured Creditors. d. That appropriate orders and/ directions be passed by the Hon ble bench for dispensing with the meetings of Unsecured Creditors of VRINDAVAN PROJECTS (Transferee Company Cum Resulting Company) as 2 (Two) Unsecured Creditors have been paid off and 2 (Two) Unsecured Creditors representing 100% ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... gement without any modification(s). k. That appropriate orders and/directions be passed by the Hon ble bench for serving notice upon: a. Regional Director, North Eastern Region, Ministry of Corporate Affairs, Guwahati. b. Regional Director, Eastern Region, Ministry of Corporate Affairs, Kolkata. c. The Registrar of Companies, Guwahati. d. Registrar of Companies, Kolkata. e. The Official Liquidator, Guwahati. f. The Official Liquidator, Kolkata. g. The Income Tax Authorities, having jurisdiction over the affairs of the Company. h. The Competition Commission of India. 2. The benefits/reasons that have necessitated and/or justified the said Scheme of Amalgamation are, inter alia as follows: FOR THE PURPOSE OF AMALGAMATION a) As part of an overall scheme of arrangement, the managements of the TRANSFEROR COMPANIES and TRANSFEREE COMPANY have concurred on a plan whereby all the TRANSFEROR COMPANIES will be amalgamated with the TRANSFEREE COMPANY. The TRANSFEROR COMPANIES are involved in the business of construction on contractual basis inter-alia it has made deployment of surplus funds in other investible instruments. The TRANSFEREE Company is inc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ULTING COMPANY will strengthen the RESULTING COMPANY and allow the Resulting Company to provide depth and focus along with adoption of strategies necessary for its growth and expansion by utilizing the liquid and marketable assets of the Demerged Undertaking. b) Post demerger the management of the DEMERGED COMPANY can lend greater focus to the operations of remaining business mainly consisting of Tea Manufacturing and Trading Activities as the company expects better opportunities in the market. c) By demerger of Demerged Undertaking into the Resulting Company, the financial resources will be conveniently merged and pooled with the resources of the Resulting Company, leading to utilization of resources towards expansion and growth of the business of the Resulting Company. d) Post this restructuring both DEMERGED COMPANY and RESULTING COMPANY are expected to be better poised for meeting future growth opportunities, gain the advantage of cost savings and improvement of their earning potential. e) The management of the DEMERGED COMPANY is of the opinion that the Scheme of Arrangement will provide greater capacity and better utilization of its resources. The Sche ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... also stated that the present Scheme of Arrangement does not contain or provide for Corporate Debt Restructuring and the TRANSFEREE CUM RESULTING COMPANY, TRANSFEROR COMPANIES and DEMEREGED COMPANY have never issued nor agreed to issue any debenture. 9. The present Scheme does not provide for any compromise with the creditors of the Company and the applicant companies have made due provisions for payment of all liabilities as and when the same fall due. In this regard, all the Applicant Companies crave leave to refer to the accounts book and records of the Applicant Companies at the time of hearing, if necessary. 10. It is stated that there are no investigation or proceedings pending under section 235 to 251 of the Companies Act, 1956 and Section 217, 219, 221,224 and 225 of the Companies Act, 2013 against the Applicant Companies. 11. It is stated that the report determining the number of and exchange ratio of shares which, shall be issued and allotted to the equity shareholders of TRANSFEROR COMPANIES by the TRANSFEREE CUM RESULTING COMPANY and to the shareholders of DEMERGED COMPANY by the TRANSFEREE CUM RESULTING COMPANY for implementation of the terms of the Scheme has ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 4 . 16. It is stated that the total numbers of Equity Shareholders in the GREENVIEW TEA/DEMERGED COMPANY are 17 as on 30th August, 2020. All the equity shareholders of the GREENVIEW TEA/DEMERGED COMPANY have given their written consent by way of affidavit to the proposed Composite Scheme of Arrangement. A copy of list of Equity shareholders duly certified by the statutory auditors and affidavit by all the equity shareholders of the GREENVIEW TEA/DEMERGED COMPANY are annexed hereto and marked as Letter- N5 . 17. It is further stated that the total numbers of Preference Shareholders in the GREENVIEW TEA/DEMERGED COMPANY are 13 as on 30th August, 2020. All the Preference shareholders of the GREENVIEW TEA/DEMERGED COMPANY have given their written consent by way of affidavit to the proposed Composite Scheme of Arrangement. A Copy of list of Preference Shareholders duly certified by the statutory auditors and affidavit by all the preference shareholders of the GREENVIEW TEA/DEMERGED COMPANY are annexed hereto and marked as Letter- N6 . 18. It is stated that the VRINDAVAN PROJECTS/TRANSFEREE COMPANY CUM RESULTING COMPANY has NIL secured Creditor as on 30th August, 2020. Further ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... LDERS/TRANSFEROR COMPANY No. 2 certifying the NIL secured and list of unsecured Creditor as on 30th August, 2020 is annexed hereto and marked as Letter- O3 . 21. It is stated that VARDHAMAN TRADING/TRANSFEROR COMPANY No. 3 has NIL Secured Creditors as on 30th August, 2020. Further, VARDHAMAN TRADING/TRANSFEROR COMPANY No. 3 has 1 (One) Unsecured Creditor amounting ₹ 20,000.00 (Rupees Twenty Thousand Only) as on 30th August, 2020. The said unsecured Creditor has given his affidavit of consent to the proposed Composite Scheme of Arrangement. A certificate from the statutory auditor of the VARDHAMAN TRADING/TRANSFEROR COMPANY No. 3 certifying the NIL secured and list of unsecured Creditor as on 30th August, 2020 together with the affidavit of consent by the unsecured creditor is annexed hereto and marked as Letter- O4. 22. It is stated that the GREENVIEW TEA/DEMERGED COMPANY have 2 (Two) Secured Creditors amounting ₹ 2,35,56,065.98 (Rupees Two Crores Thirty-Five Lakhs Fifty-Six Thousand Sixty-Five and Ninety-Eight Paisa Only) as on 30th August, 2020. All the Secured Creditors of the GREENVIEW TEA/DEMERGED COMPANY have given their written consent by way of affida ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... irectors of the said respective companies have any material interest in the proposed Composite Scheme of Arrangement except as Shareholders in General, the extent of which will appear from the Register of Director s Shareholding maintained by the respective applicant companies. 24. The Applicant Companies have further submitted that the Accounting Treating proposed in terms of clause 14 of Part V of the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013.The Certificates issued by the statutory Auditors is annexed hereto and marked as Letter- P . 25. The Applicant Companies have also affirmed affidavits as required in terms of Section 230(2) of the Companies Act, 2013. 26. It is further submitted that the Applicant Companies are assessed to Income Tax under the following PAN: NAME OF THE APPLICANT COMPANIES PAN Vrindavan Projects Private Limited AABCV8675L Infracare Systems Private Limited AACCI2097N Khordia Builders Private Limited AADCK5482G ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he proposed Company Scheme/ proposal. Such notices shall be sent forthwith by registered post or by speed post or by courier or by hand delivery at the office of the above authorities as required by sub-rule (2) of the Rule 8 of the Companies (CAA) Rules, 2016. The aforesaid authorities who desire to make any representation under sub-section (5) of Section 230, shall send the same to the Tribunal within a period of 30 (Thirty) days from the date of receipt of such notice, failing which it would be deemed that they have no representations to make on the proposed arrangement/proposals/demerger. 30. The Applicant Companies shall also serve notice upon other sectoral regulators as may be applicable to the Applicant Companies pursuant to the section 230(5) of the Companies Act, 2013 and as per the rule 8 of the Companies (Compromises Arrangement Ammaligamation0 Rules, 2016. If no response is received by the Tribunal from such regulators within 30 days of receipt of the notice it will be presumed that such regulators have no objection to the propose scheme. 31. As per the judgment of the Hon ble Supreme Court of India, all the Applicant Companies here are directed to file Affidav ..... X X X X Extracts X X X X X X X X Extracts X X X X
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